STRUCTSHARE MASTER TERMS AND CONDITIONS

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE STRUCTSHARE SERVICE.

By selecting the box “I agree”, or otherwise accessing and using StructShare's Service (defined below), you acknowledge that you, on your own behalf as an individual and on behalf of your employer or other legal entity (collectively “you” or “your”), have read and understood and agree to comply with the terms and conditions below (the “Terms”), and are entering into a binding legal agreement with Structshare Technologies Inc. (“StructShare”, “us”, “we” or “our”). You represent and warrant that you are at least 18 years old and, if you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to these Terms. If you do not agree to comply with and be bound by these Terms or if you do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

1. Description of the Service. The StructShare online platform (the "Platform") is intended to enable communication between construction contractors ("Contractors") and suppliers of construction materials and services ("Suppliers") for business purposes (the “Service”) and is made available to you through a web portal on our website https://StructShare.com (the “Site”) or the desktop application https://app.structshare.io/login or mobile application (together, the "Apps"). The Service includes: (i) the software that you access via the Site or application; (ii) the products, services, and features made available or provided to you as part of or in connection with the Service; and (iii) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Service. In the event you wish to receive paid Services, you shall request same from StructShare in writing, and, subject to StructShare's agreement in its sole discretion to provide the paid Services, such paid Services shall be set out in sequential paid invoices (each, an "Invoice"). Paid Services shall be charged in accordance with the applicable Invoice. Each Invoice shall be deemed incorporated into these Terms by reference. To the extent of any conflict between the main body of these Terms and an Invoice, the Invoice shall prevail.

2. Modifications. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on our Site and Platform, and your continued use of the Service thereafter means that you accept those changes.

3. Subscription to the Service. Subject to these Terms and your compliance with them, StructShare hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Service during the Term (defined below).

4. Restrictions on Use. You must not, and shall not allow or encourage any user of the Service (a "User"), or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble the Service or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (vi) take any action that imposes or may impose (at StructShare’s sole discretion) an unreasonable or disproportionately large load on the StructShare infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities; (viii) remove, deface, obscure, or alter StructShare’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service differing from StructShare’s own without StructShare’s prior written approval; (ix) use the Service to develop a competing service or product; (x) use the Service to send unsolicited or unauthorized commercial communications; and/or (xi) use the Service in any unlawful manner or in breach of these Terms or for any illicit or illegal purpose. You agree to remain liable to StructShare for any act or omission of any user who access the Service on your behalf or using your account that would constitute a breach of these Terms if such acts or omissions were by you.

5. Account. In order to use the Service, you have to create an account (“Account”). You must not allow anyone other than yourself to access and use your Account. You acknowledge and agree (i) to provide accurate and complete Account and login information; (ii) to keep all Account login details and passwords secure at all times; (iii) to remain solely responsible and liable for the activity that occurs in connection with your Account, (iv) to promptly notify StructShare in writing if you become aware of any unauthorized access or use of your Account or the Service.

6. Fees/payment. Any access and use of the Service are conditioned on your payment of the applicable fees, as set forth in StructShare’s Invoice. StructShare reserves the right to suspend or terminate your use of the Service until payment of all invoiced fees is made in full. Following the Term, and any renewal Term, if any, StructShare reserves the right, at its sole discretion, to change the applicable pricing, of which change StructShare shall inform you via email no less than thirty (30) days' prior to their taking effect. Unless otherwise specified in the Invoice: (i) you shall pay all amounts due under these Terms in U.S. Dollars; (ii) all amounts invoiced hereunder are due and payable on the earlier of (A) commencement of StructShare's provision of the Services and (B) thirty (30) days of the date of the Invoice; and (iii) all fees and other amounts paid hereunder are non-refundable. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (a) the rate of one and a half percent (1.5%) per month; or (b) the highest amount permitted by applicable law. All amounts payable under these Terms are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies, duties and/or governmental charges, except for taxes based upon StructShare's net income.

7. Our Privacy Policy. You acknowledge and agree that your use of the Service, including, without limitation, any information transmitted to or stored by StructShare, is governed by the StructShare Privacy Policy at https://structshare.com/privacy (“Privacy Policy”).

8. Title. Title and full, exclusive ownership rights of the Service (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage thereof, and StructShare’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to StructShare (or its third party licensors). “StructShare”, the StructShare Logo, and other marks are Marks of StructShare or its affiliates.

9. Customer Data.

9.1. License. While using the Service, you may choose to input, import, upload, post, or otherwise provide (collectively, “Provide”) the Service or StructShare with certain information or content ("Customer Data"). You hereby grant StructShare a non-exclusive license to use, process, display, edit, copy, transmit, and store such Customer Data in order to provide you the Service.

9.2. Use. We may use Customer Data as well as any data provided to us through the Services or by you directly in order, without limitation, to analyze such data, to establish a business connection between Contractors and Suppliers , or otherwise in order to advance or enhance our services or business.

9.3. Ownership. The intellectual property and all other rights, title and interest of any nature in and to the Customer Data are and shall remain your exclusive property or the exclusive property of its licensors (if applicable). Except as expressly set forth herein, nothing in these Terms shall be deemed to transfer any right, title or interest in the Customer Data to StructShare or any third party.

9.4. Responsibility. You represent and warrant that: (i) you own or have obtained the rights and/or consents to all of the information including intellectual property rights subsisting in the Customer Data, and you have the right to provide StructShare the license granted herein to use such Customer Data; and (ii) the Customer Data you Provide, and the use of it by us or other users of the Service does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary, privacy laws and regulations, or publicity rights of any third party. You are solely responsible and liable for the Customer Data and expressly release StructShare from any and all liability arising from StructShare's use of the Customer Data as permitted herein.

9.5. Availability of the Customer Data. You acknowledge and agree that the Service is not an archive or file storage service and you are solely responsible for, and we disclaim all warranties in connection with, the backup of Customer Data.

10. Term. Unless otherwise agreed in written agreement, and/or in the Order Form, these Terms shall become effective on the date that you commence access to or use of the Service (including creating an Account) and shall remain in full force and effect for a period of one (1) year (the (“Initial Term”). In order to ensure that Customer will not experience any interruption or loss of services, Customer’s Subscription includes an automatic renewal option by default. Accordingly, following the Initial Term, this Agreement shall automatically be renewed for successive one (1) year terms (each a “Renewal Term”), unless either party provides the other party with a written notice of termination of this Agreement at least 60 days prior to the expiration of the Initial Term or the applicable Renewal Term (the Initial Term and all Renewal Terms shall collectively be referred to as the “Term”). Unless otherwise notified to Customer, each renewal shall be at the same price and unless expressly stated otherwise in a separate legally binding agreement, if Customer received a special discount or other promotional offer, Customer acknowledges that upon renewal of the Subscription to the Services, StructShare will renew such subscription to the Services at the full applicable Fee at the time of renewal. IN THE EVENT THAT DIFFERENT TIME PERIODS FOR THE INITIAL TERM, RENEWAL TERM OR NOTICE PERIOD ARE SET FORTH IN A WRITTEN AGREEMENT AND/OR IN THE ORDER FORM, THOSE DIFFERENT TIME PERIODS SHALL PREVAIL.

11. Termination Due to Material Breach. Either party may terminate this Agreement if (a) the other party is in material breach of the Agreement and fails to cure that breach within thirty (60) days after receipt of written notice, or (b) if the other party becomes subject to any proceeding under any bankruptcy or insolvency law, or makes an assignment for the benefit of creditors, or a receiver is appointed for its assets.

12. Effect of Termination. Upon termination or expiration of these Terms, you will lose all access to the Service and to any data that we may be storing on your behalf. It is your responsibility to download your data prior to canceling your Account or any termination of these Terms. In the event that you do not delete your data prior to your termination or expiration of the terms, we reserve the right to store and/or to delete, in our sole discretion. You shall immediately delete and dispose of all copies of the documentation in yours or any of your representatives’ possession or control. We do not accept any liability for any termination of the Service or for the loss of data which may be deleted. This Section ‎13, ‎9‎ (Title), 10.4 (Responsibility), and ‎16 (Warranty Disclaimers) through and including ‎22 (General) shall survive any termination or expiration of these Terms.

13. Suspension. If we believe, in our sole discretion, that you are using the Service in a manner that may cause harm to us or any third party, or in breach of these Terms, then we may, without derogating from our right to terminate your use and access to the Service, suspend your Account or your access to and use of the Service, or parts thereof.

14. Web Browser and App requirements. You acknowledge that use and access of the Service on your desktop or mobile device requires (i) a supported web browser as specified in the documentation and, (ii) a web browser version that supports HTML5. You are solely responsible for using a supported web browser and upgrading to the then-current minimum web browser requirements that we define from time to time. We may either: (i) display the then-current web browser requirements on the Service; or (ii) otherwise notify you of the then-current web browser requirements.

15. Third Party Services.

15.1.      The Service utilizes third-party service providers to perform a variety of functionality, such as processing transactions (including authorization, setup, document transactional processing, voiding, consolidations, transaction monitoring, cloud storage, and customer support, and providing ERP, document processing, customer dashboards, and other technological connection to the Services and Customer’s platform (the “Third Party Services”). Customer understands that StructShare is not a regulated payment services provider but a software solution and service that provides technology tools through which Customer may communicate to the Third Party Services provider. StructShare does not provide any regulated payment services, and it is not a branch, nor an agent, of the Third Party Services provider to provide regulated or other of the third party services.  Customer’s funds (and those of its end-users) are held by certain of the Third Party Service providers and they alone are liable to Customer (and its end-users) for those funds and account balances and for executing the properly received instructions from Customer (and its end-users), subject to the limitation below.

15.2.      The Service provides an integration with the Third Party Services offered for the sole purpose of enabling you to use those services through the Service. The Service provides technological access for you to use the Third Party Services but does not itself provide such services. STRUCTSHARE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE THIRD PARTY SERVICES. YOU HEREBY IRREVOCABLY AGREE TO BE DIRECTLY AND SOLELY RESPONSIBLE FOR YOUR USE OF ANY SUCH THIRD PARTY SERVICES, AND AGREE THAT STRUCTSHARE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED, BY OR IN CONNECTION WITH ANY THIRD PARTY SERVICES, OR ANY OTHER ENGAGEMENT BETWEEN YOU AND THE THIRD PARTY SERVICES PROVIDER, WHETHER OR NOT MADE AVAILABLE ON OR THROUGH USE OF THE SERVICE. StructShare shall have the right, but no obligation, to monitor interactions between you and the Third Party Services provider through the Service.

16. Warranty Disclaimer.

16.1.      THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SERVICE TO ACHIEVE YOUR INTENDED RESULTS. STRUCTSHARE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR WHICH MAY BE DEEMED TO ARISE IN THE COURSE OF DEALING OR USAGE OF TRADE.

16.2.      STRUCTSHARE DOES NOT CONTROL, ENDORSE OR VERIFY THE IDENTITY OF, OR INFORMATION ABOUT OR PROVIDED BY, ANY USER AND STRUCTSHARE MAKES NO WARRANTY REGARDING, AND SHALL NOT BE LIABLE FOR THE ACTIONS OR INACTIONS OF OTHER USERS, INCLUDING, WITHOUT LIMITATION, WHILE USING THE SERVICE OR IN CONNECTION WITH PRODUCTS OR SERVICES OFFERED OR PROVIDED BY, OR PAYMENTS MADE (OR NOT MADE) TO, OTHER USERS.

16.3.      StructShare provides the Services as a technological platform to facilitate the passing of information between Contractors and Suppliers, but StructShare does not itself hire Contractors or purchase from construction suppliers. StructShare makes no representations or warranties as to the quality or terms of services or goods provided by Suppliers or any other information exchanged between Contractors and Suppliers, including any information collected through or transmitted by the Platform and/or Services, regardless of whether such information was exchanged directly or through our Platform or Services or any Third Party Services provider. Therefore, you hereby irrevocably agree to be directly and solely responsible for your engagement with any Supplier, Contractor, Third Party Services provider, payment processor, merchant and customer, and agree that StructShare shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in connection with any Services or goods purchased or supplied, payment method or credit obtained by any Contractor or Supplier, or any other engagement between you, any Contractor, Supplier, or any third parties, whether or not made available on or through use of our Platform and/or Services.

16.4.      YOU ARE SOLELY RESPONSIBLE TO MAKE OR COLLECT ANY PAYMENT DUE TO OR FROM OTHER USERS. YOU ARE SOLELY RESPONSIBLE TO, AND STRUCTSHARE RECOMMENDS THAT YOU, SEPARATELY CONCLUDE AN AGREEMENT WITH OTHER USERS FROM THAT YOU ORDER OR TO WHOM YOU PROVIDE PRODUCTS OR SERVICE. STRUCTSHARE IS NOT AND SHALL NOT BE DEEMED A PARTY TO ANY TRANSACTION BETWEEN USERS. IF YOU ARE A CONTRACTOR, YOU ARE SOLELY RESPONSIBLE FOR YOUR CHOICE OF PRODUCTS OR SERVICES OR OF THE SUPPLIER FROM WHOM YOU HAVE ORDERED AND FOR PAYING AMOUNTS DUE TO THE SUPPLIER. IF YOU ARE A SUPPLIER, YOU ARE SOLELY RESPONSIBLE FOR THE PROVISION OF PRODUCTS OR SERVICES AND FOR THE COLLECTION OF MONIES OWED TO YOU AND FOR THE PRODUCTS OR SERVICES YOU PROVIDE.

16.5.      IN THE EVENT THAT YOU CHOOSE TO USE THE PAYMENT PROCESSING SERVICES AVAILABLE THROUGH THE PLATFORM, YOU UNDERSTAND THAT STRUCTSHARE IS NOT LIABLE FOR THE SECURITY OR PERFORMANCE OF THE PAYMENT PROCESSOR. FURTHER, YOU UNDERSTAND AND ACCEPT THAT STRUCTSHARE DOES NOT STORE ANY CREDIT CARD INFORMATION WITH RESPECT TO ANY CREDIT CARD THAT YOU MAY USE IN CONNECTION WITH THE PAYMENT PROCESSING SERVICES.

16.6.      IF YOU HAVE A DISPUTE WITH ANY USER IN CONNECTION WITH THE SERVICE, YOU AGREE THAT STRUCTSHARE IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. STRUCTSHARE RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.

16.7.      STRUCTSHARE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. STRUCTSHARE DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE. YOUR USE OF AND RELIANCE UPON THE SERVICE CONTENT AND YOUR DATA AND ANY MARKETPLACE MATERIALS IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND STRUCTSHARE YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.

16.8.      STRUCTSHARE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE ABOVE. HOWEVER, APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO TO THAT EXTENT SUCH EXCLUSIONS AND LIMITATIONS OF LIABILITY MAY NOT APPLY.

17. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, STRUCTSHARE, ITS AFFILIATES AND EACH OF OUR LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, FOR LOST PROFITS, OR LOSS OF REVENUES, SAVINGS, DATA, GOODWILL OR HARM TO YOUR REPUTATION WHICH MAY ARISE OUT OF OR IN CONNECTION WITH, THESE TERMS OR WITH THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF STRUCTSHARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF STRUCTSHARE, ITS AFFILIATES OR ANY OF OUR LICENSORS, FOR ANY DAMAGES UNDER THESE TERMS OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU, IF ANY, FOR THE SERVICE DURING THE SIX (6) MONTHS PRIOR TO BRINGING THE CLAIM.

18. Indemnification. You agree to defend, indemnify and hold harmless StructShare and our affiliates and our respective officers, directors, agents, consultants and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (i) your use of the Service; (ii) your Customer Data; and/or (ii) your breach of these Terms.

19. Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Service as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your support requests, and/or (v) protect the rights, property or safety of StructShare, its users or the public.

20. Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you, but may be assigned by StructShare without restriction.

21. Governing Law and Disputes.

21.1.      These Terms, and any dispute between you and StructShare, shall be governed by the laws of the State of Delaware without reference to its conflict of laws rules. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms

21.2.      The exclusive jurisdiction and venue for all disputes between you and StructShare shall be the courts located in Delaware, and each party hereby irrevocably consents to the jurisdiction of such courts and waives any claims of inconvenient forum in respect of such jurisdiction. Notwithstanding the foregoing, StructShare reserves the right to seek interim or injunctive relief in any court of competent jurisdiction worldwide.

22. General. These Terms, and the Privacy Policy, represent the complete agreement concerning the Service between you and StructShare and supersede all prior agreements and representations related to the subject matter hereof. Section headings are provided for convenience only and have no substantive effect on construction. Except for any obligation you may have to pay StructShare, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision and shall be otherwise deemed valid and enforceable. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.

Last updated: May 23, 2024.